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HomeMy WebLinkAbout4388RESOLUTION NO.4 3 8 8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, APPROVING ADDENDUM NO. 2 TO THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE STRATFORD GROUP FOR THE PURCHASE/SALE OF CERTAIN PARCELS OF PROPERTY LOCATED AT THE DOWNTOWN AREA OF AUBURN WHEREAS, the City of Auburn is the owner of certain parcels of property located in downtown Auburn; and WHEREAS, the Stratford Group is also the owner of certain parcels of property located in the downtown Auburn area; and WHEREAS, pursuant to Resolution No. 4375, the City Council approved an agreement whereby certain parcels of property would be purchased/sold/exchanged between the City and the Stratford Group so as to assemble a collection of properties that would more reasonably accommodate development of the blocks in which the properties are located; and WHEREAS, included in one of the blocks affecting some of the property subject to the agreement, the City Council is considering vacation of an alley; and WHEREAS, assuming that the alley vacation is approved, it would be appropriate to provide modification of the purchase and sale agreement between the City of Auburn and the Stratford Group to accommodate and reflect the vacation. Resolution No. 4388 July 30, 2008 Page 1 of 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the City Council approves the Addendum Number 2 to the Purchase and Sale Agreement approved by Resolution No. 4375, which Addendum Number 2 is in substantial conformity with the attached Exhibit "A", incorporated herein by this reference. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this ?` day of CjachidY- , 2008. CITY OT-kU B PETER B. LEWIS MAYOR ATTEST: ID /C Q Da Ile E. Daskam, City Clerk Resolution No. 4388 July 30, 2008 Page 2 of 2 ADDENDUM NO. TWO ADDENDUM TO REAL ESTATE'PURCHASE AND SALE AGREEMENT BETWEEN THE STRATFORD COMPANY AND THE CITY OF AUBURN THIS ADDENDUM is made and entered into this day of ,200 , by and between THE STRATFORD COMPANY, a Washington limited liability dompany (hereinafter "THE STRATFORD COMPANY LLC"), and the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), as an addendum to the Agreement between the parties for the Purchase and Sale of Properties as detailed and described in the REAL ESTATE PURCHASE AND SALE AGREEMENT (hereinafter "AGREEMENT") executed by and between the above named parties on the 8th day of July, 2008, WITNESSETH: WHEREAS, by means of City of Auburn Ordinance No. 6-115the City Council for the City of Auburn has vacated the alleyway that is depicted in Exhibit C of the AGREEMENT and described in Section 21 of the AGREEMENT (hereinafter "ALLEY"); and, WHEREAS, the Parties agree that, had the City of Auburn vacated the ALLEY prior to execution of the AGREEMENT, those portions of the ALLEY adjacent to the CITY Parcels would have become parts of those CITY Parcels, increasing their size; and, WHEREAS, the Parties agree that the total compensation paid to the CITY for the CITY Parcels should be adjusted to reflect the parcels' increased areas. NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the sufficiency of which consideration is hereby acknowledged by the parties, the PARTIES HERETO HEREBY AGREE as follows: ITEM ONE ADDITIONAL PROVISIONS: That Section 3 of the AGREEMENT is amended to read as follows: 3. PURCHASE PRICE. 3.1 The total cash purchase price for the CITY'S Parcels ("THE STRATFORD COMPANY LLC'S Purchase Price") shall be One Million One Hundred and Eighty Seven Thousand Nine Hundred Seventy Nine Dollars and No1100's ($1,187,979.00). 3.2 The total cash purchase price for THE STRATFORD COMPANY LLC'S Parcels (the "CITY'S Purchase Price") shall be One Million Five Hundred and Ninety Nine Thousand Nine Hundred Dollars and No1100's ($1,599,900.00). Addendum No. 2 Page 1 3.3 The CITY shall pay Four Hundred Eleven Thousand Nine Hundred Twenty-One Dollars and No1100's ($411,921.00) to the STRATFORD COMPANY LLC in cash at Closing, which is the net difference between the purchase prices set forth in Sections 3.1 and 3.2. ITEM TWO CONTINGENT EFFECTIVENESS. The Parties acknowledges that this Addendum does not bind the City of Auburn until the Mayor executes the Agreement and the City Council approves of the Agreement. The Parties further acknowledge that this Addendum and its underlying AGREEMENT and other Addendum (Addendum No. One) are contingent on the Auburn City Council vacating the alleyway depicted in Exhibit C (the east-west alley running from Division Street SE to "A" Street SW, between Main Street West and First Street SW) in accordance with state law. If the above-described alleyway is not vacated by September 1, 2008, neither this addendum nor the underlying AGREEMENT, nor the other Addendum (Addendum No. One) shall be of any force or effect. ITEM THREE REMAINING TERMS UNCHANGED: That all other provisions of the AGREEMENT between the parties for Purchase and Sale of Property executed on the 8th day of July, 2008, and Addendum No. One thereto between the parties amending the Purchase and Sale Agreement, executed on the 8th day of July, 2008, shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. THE RATFORD GROUP UBURN By: Its: Peter B. Lewis, Mayor Attest: Attest: Its: Danielle E. Daskam. City Clerk Ap ov d a for s ti m: Daniel B.-Heid City` orhby Addendum No. 2 Page 2 ADDENDUM NO.3 ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT THIS ADDENDUM is made and entered into this `"day of August, 2008, by and between THE STRATFORD COMPANY a limited liability company as both Seller and Purchaser (hereinafter the "THE STRATFORD COMPANY LLC"), and the CITY OF AUBURN, a municipal corporation of the State of Washington as both Seller and Purchaser (hereinafter referred to as the "CITY"), as an addendum to the Real Estate Purchase and Sale Agreement between the parties dated as of the 4`h day of August, 2008. NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the PARTIES HERETO HEREBY AGREE to change Section 1.2 of the Purchase and Sale Agreement to the following: 1.2. "Closing Date" means any mutually agreeable date on or before October 15, 2008. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. STRATFORD COMPANY LLC By: I V By: Peter 11. Lewis, Mayor Attest: Attest: BY- By. Cyr Its: Danielle . Daskam. City Clerk Approved as to form: Approyed as tom A Attorney for Daniel B. Hei-City Attorney Page 1 ADDENDUM NO. THREE ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE STRATFORD COMPANY AND THE CITY OF AUBURN THIS ADDENDUM is made and entered into this .a 34 day of 5?04-j 200 , by and between THE STRATFORD COMPANY, a Washington limited liability company (hereinafter "THE STRATFORD COMPANY LLC"), and the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), as an addendum to the Agreement between the parties for the Purchase and Sale of Properties as detailed and described in the REAL ESTATE PURCHASE AND SALE AGREEMENT (hereinafter "AGREEMENT") executed by and between the above named parties on the 8th day of July, 2008, and the ADDENDUM NO. ONE to the REAL ESTATE PURCHASE AND SALE AGREEMENT (hereinafter "ADDENDUM NO. ONE") executed by and between the above named parties on the 8th day of July, 2008, and ADDENDUM NO. TWO to the REAL ESTATE PURCHASE AND SALE AGREEMENT (hereinafter "ADDENDUM NO. TWO") executed by and between the above named parties on the 4th day of August, 2008, WITNESSETH: WHEREAS, following the execution of the Agreement and Addendums between the parties as referenced above, the parties, in consultation with their title insurance provider, concluded that rather than ALTA extended title insurance coverage, the parties would be sufficiently covered for the purposes of the Agreement(s) between them with CLTA standard title insurance coverage. WHEREAS, in light of the lack of necessity of the ALTA extended coverage and the applicability of the CLTA standard coverage to the transaction involved herewith, this addendum reasonably falls within the authority of the Mayor to implement such other administrative procedures as is necessary to. carry out the directives of Resolution Numbers 4375 and 4388. NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the sufficiency of which consideration is hereby acknowledged by the parties, the PARTIES HERETO HEREBY AGREE as follows: ITEM ONE ADDITIONAL PROVISIONS: That Section 1.14 of the AGREEMENT is amended to read as follows: 1.14 "Title Policy" means a CLTA Standard Coverage Policy. ITEM TWO REMAINING TERMS UNCHANGED: That all other provisions of the AGREEMENT executed by and between the above named parties on the 8th day of July, 2008, and the ADDENDUM NO. ONE executed by and between the above named parties Addendum No. Three Page 1 on the 8th day of July, 2008, and ADDENDUM NO. TWO executed by and between the above named parties on the 4th day of August, 2008, shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. TH TRATFORD GR UP By: Its: Attest: C , J?7 By: Its.. e-el? Attest: Y?/ Dani E. Daskam. City Clerk Approved as to fo Addendum No. Three Page 2 Peter B. Lewis, Mayor